Timken tells shareholders to pass on tender offer

Timken Co. has asked its shareholders to pass on an unsolicited mini-tender offer from TRC Capital Corp., a Canadian firm with a reputation for making such offers.

The Suburbanite

Writer

Posted Nov. 13, 2012 at 12:01 AM
Updated Nov 13, 2012 at 1:03 PM

Posted Nov. 13, 2012 at 12:01 AM
Updated Nov 13, 2012 at 1:03 PM

CANTON

Timken Co. is asking its shareholders to pass on an unsolicited mini-tender offer from TRC Capital Corp.

The company learned about the offer on Thursday. TRC Capital wants to buy up to 2 million Timken shares — about 2.1 percent of the company’s stock — for $39.30 per share.

Timken stock was trading at a higher price when the offer was made. But since last week the company’s share value has slipped. The stock closed at $38.33 on Monday, down 33 cents.

In a statement issued Friday, Timken said it doesn’t endorse the offer and recommended that shareholders not tender their shares.

The company also advised shareholders that the Securities and Exchange Commission has cautioned shareholders about mini-tender offers, and referenced a website the SEC has created about the topic.

The agency notes that mini-tender offers generally are for less than 5 percent of a company’s stock and “have been increasingly used to catch investors off guard.” The SEC urges investors to review any tender offer before agreeing to tender their shares.

TRC’s OTHER OFFERS

TRC is a private equity firm based in Canada. The company has a reputation for making unsolicited tender offers.

In October the company offered $71 per share for Humana, a health care company that offers insurance and health and wellness services. At the time Humana shares were priced above $75, but the company closed at $69.16 per share on Monday.

As with Timken, Humana advised investors to ignore the TRC offer. Waste Management, Johnson Controls and Sherwin Williams also issued similar advise to investors after learning about unsolicited TRC mini-tenders offered in August.